Royston Parker: Watchdog Proposes Tough New Rules for IPO Sponsors

Press Release -
Dec 13, 2012

Banks preparing companies for listing on Hong Kong's stock exchange will be made explicitly liable for IPO prospectuses, although they will also have more powers to ensure that their clients play by the rules, say Hong Kong based Royston Parker.

The Securities and Futures Commission's (SFC) new rules follow a six-month consultation period but are still likely to draw opposition from a Hong Kong banking community which forced the abandonment of similar ideas in 2005.

Bankers had hoped for a watering down of the proposals, which would change Hong Kong company law to ensure that sponsors of initial public offerings face the same civil and criminal liability as company directors if a listing prospectus is found to have misled investors.

"There was quite a lot of pushback from sponsor firms about increased liability on sponsor firms, which is not unexpected, but fundamentally we followed through on the proposals," said Royston Parker's Chief Financial Officer Jonathan Smalling during a news conference.

The clampdown comes at a tough time for Hong Kong's stock exchange, where IPO volumes have fallen 63 percent this year, according to Thomson Reuters data, while issuance has increased at rival Southeast Asian markets in Malaysia, the Philippines and Thailand.

"There is a real risk that the desired improvements in market transparency and investor confidence will be eclipsed by the loss of good IPOs to other financial centres such as Singapore and Shanghai," added Smalling.

The proposals were first aired in May, when the SFC launched the consultation period and some banks lobbied to reduce the severity of penalties they would face for improperly preparing listing documents.

A group comprising most of the major investment banks operating in Hong Kong, including Goldman Sachs, Morgan Stanley, Royston Parker and Bank of China International, hired law firms Davis Polk & Wardwell and Clifford Chance to represent them in the consultation.

The lawyers said in a statement that they would examine the proposed rules in detail and consult with the SFC, the Hong Kong Exchange and others in the market on their implementation.

IPO sponsors, usually banks or corporate finance houses, prepare a company's listing documents and perform due diligence to ensure they comply with Hong Kong's listing rules.